Essence of Failure
by The Thing in the Cave
Summary: Psychotic aliens trying to blow Earth up, unexpected idiocy, a disgruntled Kevin- things aren't going well for the Tennysons. Worst of all, Ben's got a new alien. Act 1 of Essence. This one's funny, the rest are serious.
1. Chapter 1

After a nice, long vacation from fanficing, Ben 10 AF Season 3 has finally pulled this Thing out of it's cave! I'm really sorry I left for so long. I just kind of... lost interest for a while. But no matter, the show's back again. Happy is I! So I shall celebrate with a strange, strange story that makes it extremely obvious I've been reading way to much Hitchiker's Guide to the Galaxy. And TV Tropes. Fun times.

**DISCLAIMER: I OWN NOTHING! *runs away***

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"Hey, Gwen!"

Ben grabbed his cousin's arm and pulled her away from the door of her Karate studio, which she was just walking out of. She stumbled, eyes wide with shock, along the wall. The second she realized what just happened, she planted her feet in the ground and stopped him in his tracks.

"Ben," she said, slightly annoyed, "what are you doing?"

"Plumber business," he explained. She yanked her arm out of his hand and followed him to an isolated corner of the parking lot.

"What's up?" she asked.

"Okay, so I was playing with the Omnitrix last night-"

She glared at him.

"What? Good thing have come out of it before," he reminded her. "Remember Cannonbolt?"

She sighed and shook her head. "Forget it. Go on."

"So I was playing with the Omnitrix last night," he continued, "and I found I new alien!"

Her face lit up a bit. "Really? What does it do?"

"No clue," he admitted. "Want to come test it out with me? I'll need backup."

"Sure," she agreed. "I'll call Kevin."

Ben was about to interject, explaining that calling Kevin wouldn't be the best idea since he wouldn't want to come because he was in a really bad mood for reasons Ben could only begin to guess, but if he was going to guess he would say that it either had something to do with that Justice Don guy who hit in one the head with a gavel or the fact that he was currently made out of quarts and steel and wood and such, but then he realized that Kevin's "ride" was their only chance of getting anywhere remotely remote enough to test the new alien. He closed his mouth.

Fifteen minutes later, they were driving off with a very disgruntled Kevin behind the wheel, with Ben and Gwen arguing about where they should go. Ben said that they should go test it in his basement, so there was no chance of anyone but his parents stumbling in on him going hero. Gwen, on the other hand, thought he could very easily destroy his house in the process, and that they should find a deserted building or area outside of town for him to test without risk of property damage. Kevin couldn't care less, and dropped both of them off near a big boulder a few miles out of town before they could finish. He only went with Gwen's idea was because they were dating.

"Aren't you coming?" Ben asked him once he got out of the car.

Kevin reached over the passenger seat and grabbed the door handle. "No." He slammed it shut, hit the gas, and left them for dead.

The two cousins wandered behind the boulder, minds set on their friend's reaction rather than the task at hand. After a few minutes to leaning against the rock in silence, Gwen finally spoke up.

"Well, _someone _woke up on the wrong side of the bed this morning," she grunted.

"Can we get on with this?" Ben asked.

"Sure."

He put some distance between him and the rock, in case this alien was bigger than he thought, and pressed a few buttons on the Omnitrix. He twisted the knob until it projected a blurred hologram of the new guy, puffed up his chest, and slammed it down in an overly dramatic, what-do-you-mean-it's-not-awesome fashion. There was a flash.

And then there was silence.


	2. Chapter 2

I'm really sorry I'm such a slow updater. And I'm going to be even slower, thanks to NaNo. It's Sunday. SUNDAY. I'll probably post the next chapter in December. If I'm not to busy sleeping.

**Disclaimer: I don't own Ben 10. "Catman", on the other hand, I do.**

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Gwen stared at Ben.

Ben stared at Gwen.

This went on for a while. Both of them were too confused to say anything. And oddly enough, they were confused by the exact same thing.

Actually, the only difference between them (besides the obvious physical differences, of course) was the fact that Ben wasn't breathing.

Finally, what seemed like a few eternities later, he let all the air out of his lungs with three words and only three words:

"I've got nothing."

She raised an eyebrow, puzzled. "What do you mean, you've got nothing?"

"I tried to come up with a name," he said, "and I drew a blank."

She scanned her cousin's new form a few times. He was about the size and stature of Upchuck: short, squat, with stubby limbs and a short little tail. Only it was a cat. A bipedal black cat, with ears and paws and everything. Actually, now that she thought about it, he seemed more like those goat things that poop gold. And if that connection didn't make her feel uncomfortable enough, it had a strange pattern on its stomach that looked eerily familiar.

"Um," she thought for a moment, "Catman?"

Ben sighed. "That is exactly why the universe didn't choose you to wield the Omnitrix."

She nodded her head in discomfited agreement. "Maybe it would help if you knew what it did," she said.

"Well, let's find out." He toddled over to the boulder and started slicing the rock with his sharp claws. It wasn't like a hot knife through butter (more like a butter knife through a half-baked potato) but it cut. That was a start. "Cool," he murmured, taking another look at his hands. Gradually, the information sank in and, not nearly as gradually, it hit him. He had cat powers times awesome.

Before he could open his mouth and tell his cousin about his recent epiphany, he became so inspired that he forgot all about her.

With a wide, Cheshire Cat-esque grin, dropped onto all fours and slunk backwards a few steps. He proceeded to stick his stub of a tail in the air and wiggled it a few times which, although it wasn't his intent, succeeded in making him look like a total buffoon. Then, he pounced, managing to launch himself halfway up the boulder. He dug his claws into the stone, scrambled for a better grip with his hind paws, and shot a grin down at his cousin on the ground.

"What do you think?" he shouted down to her.

"Impressive," she shouted back up.

"Watch this!" He yanked one of his claws out of the rock and stabbed another section higher up. He did it again with his left. Then his right. Then his left. Right, left, right, left. He was starting to make his way up the face of the rock. Not very quickly, but they could credit that to inexperience. Ben figured that soon he would be able to climb as fast, if not faster, than Spidermonkey. It was a big goal, and was about to be shattered into a million tiny little pieces.

Just before he reached the top, he chose to dig his claw into what he didn't notice was a very questionable portion of the rock. The second he did, there was a loud crack. He stopped dead and glanced at his paw. Cracks were starting to form on the surface, and leaked to the surrounding areas with a sickening rumble. Before he could even finish saying "Ah, come on!" the entire top half of the boulder was crashing down around him.

He felt something wrap around his waist, and next thing he knew he was being yanked out of the storm of rock chunks. He flopped to the ground and rolled backwards, and lightly crashed against Gwen's leg. She was too concentrated on keeping the shield up to notice.

When the rocks settled, she let her mind wander to the dizzy cat thing leaning against her leg. The mana vanished to who knows where.

"Are you okay?" she asked.

"Yeah," he replied, scrambling to his feet. "I'm fine."

There was a pause.

"We should get home now," Gwen said, slowly and uncertainly. "I have to go finish my homework before it gets too late." She didn't actually know how late it was. She just wanted to get out of there.

"Alright," Ben agreed. "Let's fly." He twisted the Omnitrix symbol on his chest, there was a bright green glow, and the Cat alien was no more.

Instead, he was Goop.

Not only that, but he was just close enough to Gwen to have his arm appear already pressed against her chest. She looked like she was going to throw up.

"Seriously?" he shouted to no one in particular. "First the rocks, now this? Is someone out to get me or something?"

Gwen was too grossed out to reply properly. "Can you please go Jetray already?" she pleaded. Ben still hadn't moved his arm at that point, but then he did and twisted the symbol again. More green light, and then the green goop was replaced by an orange flying manta alien thing.

He waited for his cousin to compose herself, and together they managed to fly home without any further incident. In fact, they made it through the rest of the week without any further incident. Probably because all that leftover incident was waiting for the weekend. It was a three day weekend, you see, perfect for incident. Especially dangerous, dramatic incident, which struck hard exactly 23 minutes after Ben got on his bike for the ride home from school.


	3. Chapter 3

Cave is back again, and she has won NaNoWriMo! 8D So now that that's over, I'll be sure to update more often. Hopefully I'll start doing it regularly. Sorry I'm a slow writer.

**Disclaimer: I don't own Ben 10. Or the song lyrics I put in. But I do own the new alien dudes.**

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"It's the weekend," Ben sang quietly to himself as he zigzagged down the road. Finally, school was out for the week. He had been waiting for this all month. TCC (The Cartoon Channel) was going to play a rerun of Sumo Slammers: Rise of Kokoshan the Movie, and afterwards they were going to air the official trailer for the live action movie. For the first time. Ever.

But Ben tried his best not to think about that. Last time he did, he veered off the sidewalk and almost crashed into a stop sign while basking in the awesome. Instead, he tried thinking about the mission Grandpa was going to give him. He said it was only a little thing, something that would only take a few hours rather than days. Sounded good to him. He wanted plenty of time to geek out after the trailer.

He turned the corner onto his street, continuing his little improvised weekend song with a few do-do-dos. Well, that was the goal, but he only made it to one and a half dos when he when a brutally forceful force slammed him in the side. He flew right off his bike seat and tumbled out into the street, with a lot of screaming and grunting and OWOWOWOWs. He slowly skidded to a halt, the rough ground raking several holes on the sleeve of his jacket.

He turned his head and glared ahead of him. Whoever decided pushing him off his bike would be funny was going to get it good. His guess, it was Cash. But when he looked, he realized that it definitely wasn't Cash. Emphasis on it.

It was some blue reptilian creature, with a centaur like six-limbed body. It was about the as tall as he was, and the lower half was as long as one of those gigantic dogs that little kids could actually ride of if the dog wanted to give them a lift. Each of its hands only had two fingers, each tipped with an off white claw stained with what looked like blue blood. But the worst part by far was the face. Huge pupil-less purple eyes squinted into angry slits. A mouth filled with needle teeth that would have sent Ripjaws running for mommy, hissing and spitting. Small, slit like nostrils that somehow gave off the impression of being able to sniff right into your soul. But the worst part of the worst part was the mane of five sickly green tentacles, each one erected in pure predatory fury.

Ben gulped. Not taking his eyes off of it for a second, he activated the Omnitrix and slammed it down without even checking the alien.

He felt the tingling and stretching and burning that always came along with transformation. Then there was a short blank moment where he couldn't feel anything at all whatsoever. Zip. Nada. And then he was really big.

"Humongosaur!" he shouted, before he even realized what exactly he was. His battle cry had turned on autopilot weeks ago. Feeling lucky that he didn't go Cannonbolt or something, he lifted his arm up and slammed the ground where the alien stood. Well, was standing. It leapt out of the way before the impact, only to leap right at him again.

Ben crossed his arms and blocked it from hitting any of his more vulnerable parts (no, not those parts), but it still hit. It landed on his arm, clamped on with its talons, and sunk its teeth into his thick hide. It didn't do any damage, but the fact that Humongosaur, contrary to popular belief, does have pain receptors made it effective as one could hope. He hollered in pain and whipped his arm to the side, sending the alien flying smack into a stop sign on the other side of the street. It hit with so much force, in fact, that the stop sign was uprooted from the ground and tossed in the air, flipping several times before landing flat on top of the alien's beaten body.

Ben saw his chance. He started growing. Hard plates and spines and spikes cropped up all over his steadily increasing surface area. He was almost two stories tall, and no I don't know how many feet that is so don't ask, before he stopped. But he didn't remain stationary for long. He began charging the short distance to where the alien was trying to get the stop sign off its chest. When he was half way there, he flung himself into the air and spread his limbs out to the side.

When the dust settled, at that was left was a stop sign sandwich with alien bread. Only the bottom piece was smaller and flatter and more unresponsive. Probably because it was dead.

Ben turned his head to the side, looking at the house he had landed next to. A boy his age was standing in his doorway with a football under his arm. He knew him. It was Irving, from Social Studies.

"Hey," Ben said.

Irving from Social Studies waved, turned around, and walked back inside. Ben wondered how long the guy had been standing there. He hoped it wasn't too long.

He got up and stared at the mutilated carcass he had been laying on a few seconds ago in silence. (Look, I don't care how much you beg and plead; I am _not _going to describe what it looks like. I just ate.) But, out of nowhere, something broke that silence he was staring in.

"EVERYBODY WAS KUNG FU FIGHTING! YAH! EVERYBODY WAS AS FAST AS LIGHTNING! YAH!"

Not bothering to change back into human in case Irving from Social Studies was still watching, he stomped over to his toppled bike (shrinking at the same time) and scooped his cell phone out of his backpack. Somehow he managed to flip it over and switch it to speakerphone.

"Hello?"

"Ben!" It was Gwen. Maybe. He couldn't tell with all the explosions in the background. But whoever it was, she sounded panicky. "Get over here! I need backup. My house, now!"

"Gwen? Are you under attack?"

"Yes!"

Bam hiss kaboom.

"Is it an alien? Does it have four legs?"

"See for yourself!"

She hung up.

Ben tossed his phone onto his bike and started running down the street as fast as his Humongosaur feet could carry him. Gwen's house, luckily, was only about three blocks away. He was in front of her house in a few minutes.

But when he peeked behind the house at his cousin's backyard, he was too late.


	4. Chapter 4

Chapter 4 time! :3 Enjoy.

**DISCLAIMER: I own the weird alien thing that's attacking people, but I don't own Ben 10. **

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The entire backyard was practically in ruin.

About half the lawn was all fine and dandy and clean cut. But that section ended abruptly around the overturned, still humming lawn mower. The rest was half way to unkempt, and beleaguered with quite a few dandelions and other weeds. Both sections, however, had chunks of grass and dirt blown out of the ground and sprayed everywhere like nobody's business. The ground was littered in random gardening tools, some of them snapped straight in half. There was even a shovel stuck in a tree trunk, half of its head (which, Ben noticed, seemed to be covered in some sort of alien body fluid) piercing the bark and wood. Speaking of trees, they didn't look too good either. Snapped branches, ripped leaves, one of them was even smoldering a little.

Ben was pretty sure that there had been a scuffle.

But the scuffle was long gone at that point. Rather, in the time it took him to run there after the phone call, the scuffle had turned into a complete massacre.

He looked at Gwen. She looked like hell. Her entire body was covered in scratches and bruises and burns, and she had one longer, deeper gash down her left side. One of her glowing pink eyes must have been hit, because she was squinting it in a pained manner and a ring of blue was forming around it. Her ripped shirt was covered in something that Ben didn't even have a word to describe, except for maybe "bluish" or "disgusting". But she was still pushing through, trying to put all of the last of her energy into her final attacks.

On the other hand, Ben couldn't even tell if the alien was alive.

The centaur lizard thing was being help up against one of the trees. But Gwen wasn't doing it with her usual mana rope technique; it was being held up by a spider-like mana disk. By its face. The rest of it was off the ground and flailing in the air. Well, the flailing might only be attributed to the fact that Gwen was relentlessly firing mana ball after mana ball at it and that it was either dead or half way there, but it didn't make much of a difference. The point is that Gwen was owning its sorry alien butt.

His cousin turned her head to him, but didn't cease firing. She glared at him angrily, and it was made even more intimidating by the power glow. "About time you got here."

"Well, sorry," he said, a bit of vile in his voice. "I can't teleport, you know."

"Why didn't you go Jetray?" she asked, firing another mana disk. It hit the alien square in what would be its nuts if it were humanoid. It reacted badly.

"You know Irving?"

"That guy in your social studies class?"

"Yeah. He was watching."

Gwen nodded. "Alright, it's dead." She relaxed her left hand, which had been a fist before, and the spider thing disappeared. The battered alien fell to the ground and landed in a crumpled heap. She shook her arm, trying to un-stiffen it after holding it up so long. Ben noticed the wound on her side again.

"Are you alright?" he asked. His voice sounded very worried to both of them, even though to everyone else it would sound like he didn't even notice the gash and was talking about the scratches. Anyone else would be calling an ambulance, anyway.

"I'm fine," she said, feeling the cut gingerly. "I'm an alien, remember? We heal fast." Ben realized that it wasn't bleeding anymore, even though it probably should have been spilling her lungs out through her side. He also noticed that her blood was tinted pink. So that's where she stores all that energy.

They were silent for a few minutes. They both started looking around the destroyed yard. She shot Ben a look that was pretty much as good as saying "my mom is going to kill me when she sees this". He nodded back.

"We should call Kevin," he pointed out. "Chances are he was attacked too."

"Agreed." She pulled her pink cell phone out of her pocket and hit a few buttons as Ben turned back into a human. It started ringing, and she pulled Ben closer so they could both hear.

"Hello?"

"Kevin!" Gwen shouted. "Are you alright?"

There was an awkward pause. "Um, why wouldn't I be?"

Ben held his breath. He was hoping Kevin would say something romantic and embarrassing, since he didn't know he was listening yet.

"Ben and I just got attacked by the same species of alien," she explained. "We figured that if they attacked both of us, maybe they would attack you too."

"Apparently not," he said. "Is Ben there?"

"Right here," he said, hiding his disappointment. He would have said nothing if it weren't for the fact that Gwen would figure it out in two seconds and give him the evil eye. No luck with the gushy stuff.

"You still owe me twenty bucks, Tennyson," Kevin said grimly.

"What are you talking about? I paid you back already!"

"Can we talk about this later?" Gwen butted in. The boys were silent. "Look, it's obvious that these aliens want something from us. Or that there're just a lot of them here. Either way, we need a plan. We'll meet you at the garage."

"Sounds like a-"

All of a sudden, Ben and Gwen heard an extremely excessive amount of glass shattering over the phone, something they had never heard before which confused them greatly. But then some more familiar noises sounded: hissing, smashing of random metal objects, and most familiar of all, Kevin swearing in surprise.

"Oh shi-"

There was a thump. A loud clatter. More swearing. Ripping metal. More thumping. A loud bang. A very nearby crush. Half a cuss. Static. The long, steady, annoying hum of a disconnected phone.

The cousins looked up at each other.

"I may be wrong," Ben said, "but I think Kevin just got attacked."

They were in the air flying via Jetray towards the garage in a matter of seconds.


End file.
